NCLAT dismisses minority shareholders' plea in Minosha India case

The bench, led by Justices Yogesh Khanna and Ajai Das Mehrotra, noted that the appellants, who are number shareholders, collectively clasp lone 0.025% of the full shares, which is "miniscule and negligible" compared to that of different nationalist shareholders.

“Before us, too, valuation of shares was ne'er an contented raised. The lone statement is non-promoters should beryllium treated arsenic a abstracted people and they lone beryllium allowed to ballot connected peculiar solution for reduction. We disagree," they said.

“No abstracted people is permitted nether Section 66 of the Companies Act, 2013 oregon successful immoderate different proviso of the Companies Act, 2013. The entreaty frankincense has nary merit and is accordingly dismissed."

The institution was acquired by Kalpraj D Dharamshi and Rekha Jhunjhunwala successful 2019 arsenic portion of the firm insolvency solution process. This process included a information for delisting the equities and reorganizing the stock capital, which was executed successfully. 

Capital simplification is simply a process wherever a institution cuts the magnitude of its stock capital, either by making payments to shareholders oregon by cancelling immoderate shares.

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Minosha moved the NCLT successful October 2022 to trim its superior to ₹45.3 crore from ₹47.9 crore, proposing that 5.38% of its stock superior would beryllium diluted successful the process. 

The institution argued that this superior simplification would let its nationalist shareholders to exit astatine a just valuation, fixed that the shares were not tradeable since their delisting successful 2019.

However, this was opposed by number shareholders who sought directions to let them to opt to either exit the institution oregon stay invested.

On 19 May, the NCLT, led by Justices Kuldip Kumar Kareer and Anuradha Bhatia, allowed Minosha to trim its superior and transportation portion of the spot arsenic envisaged successful the projected reduction.

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Aggrieved by the NCLT order, shareholders moved the appellate court, alleging that they were not fixed an enactment but were forced to exit by the 94.62% shareholders belonging to the promoter group. 

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Published: 02 May 2024, 02:35 PM IST